Form 4 TA ASSOCIATES INC For: Jul 02 (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:		3235-0287
Expires:	February 28, 2011
Estimated average burden
hours per response		0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TA ASSOCIATES INC

(Last)

(First)

(Middle)

JOHN HANCOCK TOWER, 200 CLARENDON ST, 56TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CLAYTON HOLDINGS INC [CLAY]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
See General Remarks

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/02/2008		D		6,297,362 ⁽¹⁾	D	$ 6 ⁽¹¹⁾	0	I	See Footnote 6 ⁽⁶⁾
Common Stock	07/02/2008		D		1,484,323 ⁽²⁾	D	$ 6 ⁽¹¹⁾	0	I	See Footnote 7 ⁽⁷⁾
Common Stock	07/02/2008		D		128,937 ⁽³⁾	D	$ 6 ⁽¹¹⁾	0	I	See Footnote 8 ⁽⁸⁾
Common Stock	07/02/2008		D		23,142 ⁽⁴⁾	D	$ 6 ⁽¹¹⁾	0	I	See Footnote 9 ⁽⁹⁾
Common Stock	07/02/2008		D		219,136 ⁽⁵⁾	D	$ 6 ⁽¹¹⁾	0	I	See Footnote 10 ⁽¹⁰⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

1. Name and Address of Reporting Person^*

TA ASSOCIATES INC

(Last)

(First)

(Middle)

JOHN HANCOCK TOWER, 200 CLARENDON ST, 56TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TA IX LP

(Last)

(First)

(Middle)

JOHN HANCOCK TOWER, 200 CLARENDON ST. 56TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TA ASSOCIATES IX LLC

(Last)

(First)

(Middle)

JOHN HANCOCK TOWER, 200 CLARENDON ST. 56TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TA / ATLANTIC & PACIFIC IV LP

(Last)

(First)

(Middle)

JOHN HANCOCK TOWER, 200 CLARENDON ST. 56TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TA ASSOCIATES AP IV LP

(Last)

(First)

(Middle)

JOHN HANCOCK TOWER, 200 CLARENDON ST. 56TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TA ASSOCIATES STRATEGIC PARTNERS FUND A LP

(Last)

(First)

(Middle)

JOHN HANCOCK TOWER, 200 CLARENDON ST 56TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TA ASSOCIATES STRATEGIC PARTNERS FUND B LP

(Last)

(First)

(Middle)

JOHN HANCOCK TOWER, 200 CLARENDON ST 56TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TA ASSOCIATES SPF LP

(Last)

(First)

(Middle)

JOHN HANCOCK TOWER, 200 CLARENDON ST. 56TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TA SUBORDINATED DEBT FUND LP

(Last)

(First)

(Middle)

JOHN HANCOCK TOWER, 200 CLARENDON ST. 56TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TA ASSOCIATES SDF LLC

(Last)

(First)

(Middle)

JOHN HANCOCK TOWER, 200 CLARENDON ST. 56TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Explanation of Responses:
1. These securities were sold solely by TA IX L.P.
2. These securities were sold solely by TA/Atlantic and Pacific IV L.P.
3. These securities were sold solely by TA Strategic Partners Fund A L.P.
4. These securities were sold solely by TA Strategic Partners Fund B L.P.
5. These securities were sold solely by TA Subordinated Debt Fund L.P.
6. These securities were owned solely by TA IX L.P. TA Associates, Inc. is the Manager of TA Associates IX LLC, which is the General Partner of TA IX L.P.
7. These securities were owned solely by TA/Atlantic and Pacific IV L.P. TA Associates, Inc. is the General Partner of TA Associates AP IV L.P., which is the General Partner of TA/Atlantic and Pacific IV L.P.
8. These securities were owned solely by TA Strategic Partners Fund A L.P. TA Associates, Inc. is the General Partner of TA Associates SPF L.P., which is the General Partner of TA Strategic Partners Fund A L.P.
9. These securities were owned solely by TA Strategic Partners Fund B L.P. TA Associates, Inc. is the General Partner of TA Associates SPF L.P., which is the General Partner of TA Strategic Partners Fund B L.P.
10. These securities were owned solely by TA Subordinated Debt Fund L.P. TA Associates, Inc. is the Manager of TA Associates SDF LLC, which is the General Partner of TA Subordinated Debt Fund L.P.
11. Converted pursuant to the merger agreement by and among the issuer, Cobra Acquisition Corp. and Cobra Green LLC into the right to receive $6.00 per share in cash, without interest.
Remarks: The Reporting Persons had a representative on the Issuer's board of directors. Roger B. Kafker served as the Reporting Persons' representatives on the board of directors and, as such, the Reporting Persons are deemed directors of the Issuer. Due to the limit of joint filers that can be included on one form, TA Associates Inc., TA IX L.P., TA/Atlantic and Pacific IV L.P., TA Strategic Partners Fund A L.P., TA Strategic Partners Fund B L.P., TA Subordinated Debt Fund L.P., and TA Investors II L.P. have filed two seperate forms simultaneously, which relate to the same securities of the Issuer held by such Reporting Persons.

	TA Associates, Inc., By Thomas P. Alber, Chief Financial Officer	07/10/2008
	TA IX L.P., By TA Associates IX LLC, Its General Partner, By TA Associates, Inc., Its Manager, By Thomas P. Alber, Chief Financial Officer	07/10/2008
	TA Associates IX LLC, By TA Associates, Inc., Its Manager, By Thomas P. Alber, Chief Financial Officer	07/10/2008
	TA/Atlantic and Pacific IV L.P., By TA Associates AP IV L.P., Its General Partner, By TA Associates, Inc., Its General Partner, By Thomas P. Alber, Chief Financial Officer	07/10/2008
	TA Associates AP IV L.P., By TA Associates, Inc., Its General Partner, By Thomas P. Alber, Chief Financial Officer	07/10/2008
	TA Strategic Partners Fund A L.P., By TA Associates SPF L.P., Its General Partner, By TA Associates, Inc., Its General Partner, By Thomas P. Alber, Chief Financial Officer	07/10/2008
	TA Strategic Partners Fund B L.P., By TA Associates SPF L.P., Its General Partner, By TA Associates, Inc., Its General Partner, By Thomas P. Alber, Chief Financial Officer	07/10/2008
	TA Associates SPF L.P., By TA Associates, Inc., Its General Partner, By Thomas P. Alber, Chief Financial Officer	07/10/2008
	TA Subordinated Debt Fund L.P., By TA Associates SDF LLC, Its General Partner, By TA Associates, Inc., Its Manager, By Thomas P. Alber, Chief Financial Officer	07/10/2008
	TA Associates SDF LLC, By TA Associates, Inc., Its Manager, By Thomas P. Alber, Chief Financial Officer	07/10/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Add to Delicious

Digg It

Send by Email

View Comments (0)

Post Comment